Exchange Pursuant to Reverse Stock
The reverse stock split is intended to
qualify as a tax-free recapitalization under the Code. Assuming the reverse stock split so qualifies, then generally, for U.S.
federal income tax purposes, no gain or loss will be recognized by the Company in connection with the reverse stock split, and
no gain or loss will be recognized by the stockholders that exchange their pre-split shares for post-split shares. The post-split
shares in the hands of a stockholder following the reverse stock split will generally have an aggregate tax basis equal to the
aggregate tax basis of the pre-split shares held by that stockholder immediately prior to the reverse stock split, and a stockholder’s
holding period for its post-split shares generally will be the same as that stockholder’s holding period for the pre-split
Whole Shares in-Lieu-of Fractional
A stockholder who receives a whole share
of Common Stock in lieu of a fractional share generally may recognize gain in an amount not to exceed the excess of the fair market
value of such whole share over the fair market value of the fractional share to which the stockholder was otherwise entitled. Any
such recognition of gain may affect the holding period and adjusted tax basis of the stockholder’s whole share received in
lieu of a fractional share. Stockholders should consult with their own tax advisors regarding the U.S. federal income tax consequences
to them of the reverse stock split. Backup withholding may apply to a stockholder who receives a whole share of Common Stock in
lieu of a fractional share unless the stockholder provides the exchange agent with appropriate documentation establishing that
backup withholding is not required.
Interests of Directors and Executive
Our directors and executive officers have
no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership
of shares of our Common Stock.
Reservation of Right to Abandon Reverse
We reserve the right to not file the Certificate
of Amendment and to abandon the reverse stock split without further action by our stockholders at any time before the effectiveness
of the filing with the Secretary of State of the State of Delaware of the Certificate of Amendment, even if the authority to effect
the amendment is approved by our stockholders at the Annual Meeting. By voting in favor of a reverse stock split, you are expressly
also authorizing the Board to delay, not proceed with, and abandon, the proposed amendment if it should so decide, in its sole
discretion, that such action is in the best interests of the Company and its stockholders.
The affirmative vote of the holders of
record of a majority in voting interest of the shares of Common Stock outstanding are required for approval of this proposal. The
Board of Directors unanimously recommends a vote “FOR” the proposal to effect a reverse stock split.
PROPOSALS FOR 2020 ANNUAL MEETING AND OTHER INFORMATION
Proxy Proposals Brought Under Rule
Stockholders who wish to present proposals
appropriate for consideration at our annual meeting of stockholders to be held in the year 2020 must submit the proposal to us
at our address set forth on the first page of this Proxy Statement and in accordance with applicable regulations under Rule 14a-8
of the Exchange Act not later than ,
2020 in order for the proposition to be considered for inclusion in our proxy statement and form of proxy relating to such annual
meeting. Any such proposals should contain, among other things, the name and record address of the stockholder and the class and
number of shares of our Common Stock beneficially owned as of the record date established for the meeting. The proposal, as well
as any questions related thereto, should be directed to the Company’s Secretary. At the 2020 annual meeting of stockholders,
the Company’s management will be able to vote proxies in its discretion on any proposal not included in the Company’s proxy
statement for such meeting if the Company does not receive required notice of the proposal on or before ,
2020, under Rule 14a-4(c) of the Exchange Act.